**NOTE
      PURCHASE AGREEMENT**





**THIS** **NOTE
      PURCHASE AGREEMENT**(this
      “**Agreement**”)
      is
      made and entered into as of the ___
      day
      of July, 2007, between SMF Energy Corporation, a Delaware corporation (the
      “**Company**”),
      and   the
      investors listed onAttachment
      Ahereto
      (each, a “**Purchaser**”
and
      collectively, the “**Purchasers**”
and,
      together with the Company, the “**Parties**”)and
      is
      delivered and executed in connection with the Company’s sale of Notes (as
      defined below).





This
      Agreement sets forth the terms and conditions under which each Purchaser will
      purchase such number of Notes as set forth opposite such Purchaser’s name on Attachment
      A (the
“ **Transaction** ”).
      The
      minimum purchase per investor is $75,000.




1.  **DESCRIPTION
      OF NOTES.**





(a)  Each
      Note
      is an 111⁄2% Senior Secured Convertible Promissory Note of the Company due
      December 31, 2009 to be issued in the form attached as Attachment
      B hereto
      (the “ **Note** ”),
      that
      will be collateralized by a first priority security interest on the Company’s
      collateral as described below (the “ **Collateral** ”).
      The
      Collateral is listed on Attachment
      C hereto
      and consists of the following:





(i)  all
      of H
& W Petroleum Company’s (“ **H
      & W** ”)
      right,
      title and interest in and to (A) the vehicles that are listed on Attachment
      C hereto
      and shown on Attachment
      C as owned
      by H & W, including future additions, parts, accessories, attachments,
      substitutions, repairs, related intangibles and improvements and replacements
      to
      or of any listed vehicle, and (B) the equipmen t
      listed
      on Attachment
      C hereto
      and shown on Attachment
      C as
      owned
      by H & W, including future additions, parts, accessories, attachments,
      substitutions, repairs, related intangibles and improvements and replacements
      to
      or of any such equipment;





(ii)  all
      of
      the right, title and interest of SMF Services Inc. (“SSI”) in and to (A) the
      vehicles listed on Attachment
      C hereto
      and shown on Attachment
      C as owned
      by SSI, including future additions, parts, accessories, attachments,
      substitutions, repairs, related intangibles and improvements and replacements
      to
      or of any listed vehicle, (B) the equipment listed on Attachment
      C hereto
      and shown on Attachment
      C as owned
      by SSI, including future additions, parts, accessories, attachments,
      substitutions, repairs, related intangibles and improvements and replacements
      to
      or of any such equipment, (C) the intangible assets listed on Attachment
      C hereto
      and shown on Attachment
      C as owned
      by SSI;





(iii)  all
      of
      the Company’s right, title and interest in and to (A) the vehicles listed on Attachment
      C hereto
      and shown on Attachment
      C as owned
      by the Company, including future additions, parts, accessories, attachments,
      substitutions, repairs, improvements and replacements to or of any vehicle,
      and
      any proceeds from the sale, assignment, or other transfer of one or more
      vehicles, including, without limitation, proceeds of insurance and (B) certain
      patents listed on Attachment
      C and
      shown on Attachment
      C as owned
      by the Company; and








(iv)  approximately
      $1,141,000 in cash proceeds from prior sales of vehicles and equipment currently
      being held in an interest bearing account by American National Bank in Denver,
      Colorado, that will be applied to the purchase of replacement equipment and
      vehicles by H& W, SSI and the Company, which newly acquired vehicles and
      equipment will thereafter be Collateral.





(b)  Except
      with respect to the Collateral, each Purchaser acknowledges that the payment
      of
      principal and interest on the Notes will be subordinated (i) to the rights
      and
      interests of Wachovia Bank, National Association, successor by merger to
      Congress Financial Corporation (Florida) (“ **Wachovia** ”)
      pursuant to and in connection with, and the payment of all existing and future
      amounts owed by the Company to Wachovia under the Loan and Security Agreement
      by
      and between Wachovia and the Company dated September 26, 2002, as amended (the
      “ **Loan
      Agreement** ”)
      and
      (ii) to any other credit facility into which the Company may subsequently enter
      to replace the Loan Agreement requiring that the lender rank in a senior
      position to other debt of the Company (the “ **Replacement
      Facility** ”
and,
      together with the Loan Agreement, the “ **Permitted
      Debt** ”).
      The
      Purchasers and the Company acknowledge that the Note will be expressly subject
      to the terms and conditions of that certain Subordination Agreement dated July
      13, 2007, by and among Wachovia, the Company and certain other parties as if
      Purchaser were a subordinating party thereto. Upon request, each Purchaser
      will
      execute and deliver such other documents and instruments as Wachovia or any
      current or subsequent commercial lender may reasonably request to acknowledge
      and effect the foregoing subordination.





2.  **OFFER.**





(a)  Each
      Purchaser, by signing this Agreement, offers to purchase  such
      number of Notes, and for the aggregate purchase price, as set forth opposite
      such Purchaser’s name onAttachment
      A(each
      such purchase price, an“**Investment
      Amount**”
and
      collectively the “**Investment
      Amounts**”).





(b)  The
      Company shall have the right, in its sole and absolute discretion, to reject
      or
      accept any Purchaser’s offer to purchase the Notes pursuant to this Agreement.
      If the Company accepts Purchaser’s offer, the Company shall execute this
      Agreement and return a copy of the Agreement and issue an original Note to
      Purchaser. If the Company rejects Purchaser’s offer, the Company shall return to
      Purchaser this Agreement, together with any payment made by Purchaser to the
      Company and interest earned on such payment.





3.  **CLOSING.** The
      actual purchase and sale of all Notes (the “ **Closing** ”)
      shall
      then take place on or at such time (the “ **Closing
      Date** ”)
      and
      place as the Company and the Purchasers mutually agree, orally or in writing.
      Purchasers must tender the Investment Amounts on or before the Closing Date
      in
      order to participate in the Transaction. A Purchaser’s tender of the Investment
      Amounts shall not, without more, constitute an agreement by the Purchasers
      to
      close.





4.  **RECEIPT
      OF DOCUMENTS.** Purchaser
      acknowledges receipt of a copy of: (a) this Agreement; (b) form of the Note;
      (c)
      the Indenture between the Company and the indenture trustee for the holders
      of
      the Notes (the “ **Trustee** ”),
      dated
      of even date herewith (the “ **Indenture** ”);
      (d)
      the Company’s Annual Report on Form 10-K for the year ended June 30, 2006 (the
“ **10-K** ”);
      (e)
      the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31,
      2007 (the “ **10-Q** ”);
      (f)
      the Security Agreement by and between the Company and Trustee, dated of even
      date herewith (the “ **Security
      Agreement** ”);
      (g)
      the Company’s proxy statement for its December 8, 2006 shareholders meeting (the
“ **Proxy** ”);
      and
      (h) the Company’s Confidential Private Placement Memorandum dated July 13, 2007
      (the “ **PPM** ”)
      (collectively, the “ **Documents** ”).
      The
      10-K and 10-Q and the Proxy were furnished as Exhibits A and B, respectively,
      to
      the PPM. Capitalized terms not defined herein shall have the meaning given
      to
      them in the PPM.





-2-


5.  **USE
      OF PROCEEDS; NO REFUNDS.** The
      Investment Amounts shall be used by the Company to redeem the remainder of
      the
      Company’s previously issued Senior Secured Notes, which were originally issued
      on August 29, 2003, January 25, 2005 and September 1, 2005, including payment
      of
      outstanding principal, interest and prepayment penalties, if any, and pay the
      costs of the transaction. Upon execution and delivery of this Agreement by
      the
      Company to each Purchaser, the Investment Amounts shall not, under any
      circumstances, be refunded to such Purchaser.





6.  **ADDITIONAL
      DEBT.** The
      Company agrees that, after the Closing, it shall not issue any new or
      replacement debt, except for Permitted Debt, which ranks senior in any respect
      to the Notes, without the prior written approval of the holders of a majority
      of
      the principal amount of the Notes. Nothing herein shall be deemed to impair
      or
      prevent the Company from incurring additional debt after the Closing, provided,
      however, that all such future debt must be expressly subordinated to the
      Permitted Debt.





7.  **CONDITIONS
      PRECEDENT.** Notwithstanding
      anything to the contrary contained in this Agreement, the obligations of the
      Company to close the Transaction shall be contingent upon the
      following:





(a)  the
      Company and each Purchaser executing this Agreement;





(b)  the
      Minimum Offering Amount being tendered by the Termination Date of July 20,
      2007;





(c)  each
      Purchaser completing, to the Purchaser’s satisfaction, all business, legal, and
      accounting due diligence regarding the Company and the Offering;
      and





(d)  the
      consent of Wachovia to the Offering and the issuance of the Notes.





8.  **COMPANY’S
      RIGHT TO CANCEL.** The
      Company, in its sole discretion, may cancel this Agreement with respect to
      any
      or all Purchasers at
      any
      time prior to the Closing Date by delivery of written notice of cancellation
      to
      the affected Purchaser(s) and return of the Investment Amounts with accrued
      interest to all affected Purchasers.





9.  **BOUND
      BY INDENTURE AND SECURITY AGREEMENT.** By
      delivering a counterpart signature page to this Agreement, Purchaser agrees
      that
      it shall be bound by the terms and conditions of the Indenture and the Security
      Agreement.





-3-


10.  **REGISTRATION
      OF SHARES.** The
      Company agrees to use reasonable commercial efforts to cause a registration
      statement on Form S-3 or similar form (“ **Registration
      Statement** ”)
      relating to the resale of the shares of common stock into which the Notes are
      or
      may be convertible (the “ **Shares** ”)
      to be
      filed with the Securities and Exchange Commission in accordance with the
      Registration Rights Agreement attached hereto as Attachment D, the terms of
      which are incorporated by reference and made a part of this Agreement. Subject
      to the terms in Attachment D, the Company further agrees to make all reasonable
      commercial efforts to cause the Registration Statement to be filed within 60
      days following the Closing Date and to cause such Registration Statement to
      become effective within 120 days of the Closing Date.





11.  **REPRESENTATIONS
      AND WARRANTIES OF PURCHASER.** Each
      Purchaser represents and warrants to the Company as follows:





(a)  Purchaser,
      either alone or through Purchaser’s representative, as that term is defined
      under Rule  501(h)of
      Regulation  D(“**Regulation
      D**”)
      under
      the Securities Act (  the
      “**Purchaser’s****Representative**”),
      if
      any, has had an opportunity to ask questions of, and receive answers from,
      duly
      designated  representativesof
      the
      Company concerning the terms and conditions of this Agreement and has been
      afforded an opportunity to examine such documents and other information which
      Purchaser or Purchaser’s Representative, if any, has requested for the purpose
      of answering any question Purchaser or Purchaser’s Representative, if any, may
      have concerning the business and affairs of the Company.





(b)  Purchaser’s
      principal residence or domicile is located in the State  or
      other
      jurisdiction set forth opposite such Purchaser’s name onAttachment
      A.
      Purchaser has received and reviewed this Agreement and the Documents and
      acknowledges that the Company made available to Purchaser and Purchaser’s
      Representative, if any, at a reasonable time prior to the execution of this
      Agreement, the opportunity to ask questions and receive answers concerning
      the
      business and affairs of the Company and the terms and conditions of the sale
      of
      the  Notesas
      contemplated by this Agreement and to obtain any additional information (which
      the Company possesses or can acquire without unreasonable effort or expense)
      as
      may be necessary to verify the accuracy of information furnished to Purchaser
      or
      Purchaser’s Representative, if any. Purchaser  (i)is
      able
      to bear the loss of its entire investment without any material adverse effect
      on
      its economic stability, and  (ii)has,
      alone or together with Purchaser’s Representative, such knowledge and experience
      in financial and business matters that it is capable of evaluating the merits
      and risks of the investment to be made by Purchaser pursuant to this Agreement.





(c)  Purchaser
      and Purchaser’s Representative, if any, understand that the Notes are being
      offered and sold only to “accredited investors” (as that term is defined under
      Rule 501(a) of Regulation D), and Purchaser represents that Purchaser is an
      accredited investor. Purchaser and Purchaser’s Representative, if any,
      understand the Company is relying on Purchaser with respect to the accuracy
      of
      this representation. Purchaser has completed and returned a copy of Attachment
      E ,
      and
      Purchaser represents that the statements made therein are complete and
      accurate.





(d)  Purchaser
      and Purchaser’s Representative, if any, acknowledge that they were encouraged by
      the Company to request all additional  informationwhich
      might be material or important in order for Purchaser to make an informed
      investment decision with respect to the purchase of Notes.





-4-


(e)  The Notes
      are
      being purchased for investment purposes only for such Purchaser’s own account
      and not with the view to, or for resale in connection with, any distribution
      or
      public offering. Purchaser and Purchaser’s Representative, if any, understand
      that the Notes have not been registered under the Securities Act or any state  securitieslaws
      by
      reason of their contemplated issuance in transactions exempt from the
      registration requirements of the  SecuritiesAct
      and
      applicable state securities laws, and that the reliance of the Company and
      others upon these exemptions is predicated in part upon the representation
      by
      Purchaser.





(f)  Purchaser
      and Purchaser’s Representative, if any, have carefully read this Agreement, the
      Documents and the other information furnished to Purchaser by the Company in
      connection with this Agreement.





(g)  Purchaser
      was not solicited to purchase the Notes by any means of general solicitation,
      including, but not limited to, the following:  (i)any
      advertisement, article, notice or other communication published in any
      newspaper, magazine, or similar media, or broadcast over television or radio;  or
      (ii)any
      meeting where attendees were invited by any general solicitation or general
      advertising.





(h)  Purchaser
      and Purchaser’s Representative, if any, are aware that the placement agent for
      the Transaction, Philadelphia Brokerage Corporation (the “Placement Agent”),
      will receive as compensation for its efforts in advising the Company with
      respect to the Transaction a cash commission equal to 5.25% **** of
      the
      proceeds of the Offering.





(i)  Purchaser
      and Purchaser’s Representative, if any, hereby acknowledge that the Notes,
      including the Shares, are and will be, when issued, “restricted  securities,”as that
      term is defined in Rule 144 of the rules and regulations promulgated under
      the
      Securities Act unless and until the Company is successful in causing the
      Registration Statement to become effective. Purchaser and  Purchaser’sRepresentative,
      if any, are aware of the applicable limitations on the resale of the Shares
      in
      the absence of a successful registration of those securities, including but
      not
      limited to Rule 144. Rule 144 only permits sales of “restricted securities” held
      for at least one year and in transactions which otherwise comply with the
      requirements of such Rule. Purchaser and Purchaser’s Representative, if any,
      also acknowledge that (1) the trading market for the Shares on the Nasdaq Stock
      Market is volatile, so that the trading volume and price of Shares are subject
      to substantial and unpredictable variations and (2) while the Company currently
      meets the public information requirements of Rule 144, there is no guarantee
      that it will do so at any time in the future.





(j)  Purchaser
      and Purchaser’s Representative, if any, acknowledge and warrant that, in making
      this investment decision, they have made their own independent assessment of
      the
      merits and risks of an investment in the Notes based on their examination and
      evaluation of the Company, its business, operations, financial condition, future
      prospects and the skills and qualifications of its officers, directors and
      employees. Purchaser and Purchaser’s Representative, if any, have consulted
      Purchaser’s own attorney, business or tax advisors for legal, business or tax
      advice concerning an investment in the Notes and have not relied on the Company,
      the Placement Agent or their respective agents or representatives.





-5-


(k)  Purchaser
      and Purchaser’s Representative, if any, represent and warrant that, except as
      set forth in this Agreement and in the Documents, no representations or
      warranties have been made to the Purchaser or Purchaser’s Representative, if
      any, by the Company or any agent, employee, representative or affiliate of
      the
      Company and that, in entering into this transaction and subscribing for Notes,
      neither the Purchaser nor the Purchaser’s Representative, if any, is relying on
      any information other than that contained in this Agreement, the Documents,
      and
      other written information obtained from the Company in the course of the
      independent investigation by Purchaser or Purchaser’s Representative, if
      any.





(l)  Purchaser and Purchaser’s Representative, if any, acknowledge that an investment
      in the Company involves substantial risks, including, without limitation, those
      described in the Documents, including but not limited to the PPM, the 10-K
      and
      the 10-Q.




12.  **INDEMNIFICATION
      BY PURCHASER.** Purchaser agrees that it shall indemnify and hold harmless the Company and
      its
      officers, directors, employees, agents and professional advisors from and
      against any and all loss, damage, liability, or expense, including costs and
      reasonable attorneys’ fees, that any one or more of the foregoing may incur by
      reason of, or in connection with, any (i) misrepresentation, inaccurate
      statement or material omission or (ii) breach of any warranties or failure
      to
      fulfill any covenants, agreements or obligations, by Purchaser or Purchaser’s
      Representative, if any, in this Agreement.





13.  **AUTHORIZATION.** To the
      extent reasonably required by the Company to satisfy any applicable law or
      regulation, including without limitation the PATRIOT Act, Purchaser hereby
      authorizes (i) the Company and its officers, employees and agents to investigate
      Purchaser’s personal and business background including, without limitation,
      communication with any employer, former employer, business associate, government
      agency, bank or other credit reference, provided that the Company agrees to
      use
      any such information only to the extent required to comply with applicable
      law
      or regulation, and otherwise maintains the confidentiality of any such
      information not generally available to the public with at least the same care
      as
      the Company's own proprietary and confidential information, and causes each
      of
      its officers, employees and agents to do the same, and (ii) authorizes any
      person, organization or entity that may have any knowledge or information
      concerning Purchaser’s personal or business background to provide such
      information to the Company as the Company may reasonably request in connection
      with the foregoing.





14.  **NO
      BROKERS OR**  **FINDERS****.**Other
      than the Company’s obligation to compensate Philadelphia Brokerage Corporation
      for its services as placement agent, no person, firm or corporation has or
      will
      have, as a result of any act or omission by such Purchaser, any right, interest
      or valid claim against Purchaser or the Company for any commission, fee or
      other
      compensation as a  finderor
      broker, or in any similar capacity, in connection with the transactions
      contemplated by this Agreement.





-6-


15.  **MISCELLANEOUS** **.**





(a)  This
      Agreement shall be governed by, and construed in accordance with, the laws
      of
      the State of Delaware.  The
      Parties submit to the exclusive jurisdiction of the courts located in Broward
      County, Florida, with respect to any dispute arising under this Agreement and
      the transactions contemplated hereby.





(b)  This
      Agreement, the Note, the Indenture and the Security Agreement contain the entire
      agreement between the Company and Purchaser with regard to the subject matter
      hereof and may not be modified or waived except in a writing signed by both
      the
      Company and all parties to each such agreement ;provided,however,
      that
      the Trustee shall not consent to any such amendment without the prior consent
      of
      the holders of a majority of the principal amount of the Notes.





(c)  The
      headings of this Agreement are for convenience and reference only, and shall
      not
      limit or otherwise affect the interpretation of any term or provision hereof.





(d)  This
      Agreement and the rights, powers, and duties set forth herein shall, except
      as
      otherwise expressly provided, be binding upon and inure to the benefit of,
      the
      heirs, executors, administrators, legal representatives, successors, and assigns
      of the Parties.





(e)  This
      Agreement and the rights and obligations hereunder shall not be assignable
      or
      transferable by the Purchaser or the Company without the prior written consent
      of the other Parties, except (i) in the case of the Company, by operation
      of law in connection with a merger, consolidation or sale of substantially
      all
      of its assets or (ii) in the case of a Purchaser, (1) to any Affiliates (as
      defined below) of the Purchaser or (2) to partners, members, beneficiaries
      or other equity interest holders of the Purchaser; provided ,
      that in
      each case referred to in (1) and (2) above, the third party transferee
      would have been eligible to be an original purchaser of Notes pursuant to this
      Agreement and executes a counterpart signature page hereto becoming a
“Purchaser” hereunder, subject to all of the rights and obligations of this
      Agreement. Subject to the preceding sentence, this Agreement shall be binding
      upon, inure to the benefit of and be enforceable by the Parties and their
      respective successors and assigns. “ **Person** ”
means
      an individual, corporation, partnership, association, trust or other entity
      or
      organization, including a government or political subdivision or agency or
      instrumentality thereof. “ **Affiliate** ”
means,
      with respect to any Person, any other Person who, directly or indirectly, owns
      or controls, is under common ownership or control with, or is owned or
      controlled by, such Person.





(f)  This
      Agreement is for the sole benefit of the Parties and their permitted assigns
      and
      nothing expressed or implied in this Agreement shall give or be construed to
      give to any Person, other than the Parties and such assigns, any legal or
      equitable rights hereunder.





(g)  If
      any
      legal action or any arbitration or other proceeding is brought for the
      enforcement of this Agreement, or because of an alleged dispute, breach,
      default, or misrepresentation in connection with any of the provisions of this
      Agreement, the successful or prevailing party or parties shall be entitled
      to
      recover reasonable attorneys’ fees and other costs incurred in that action or
      proceeding, in addition to any other relief to which it may be entitled.





-7-


(h)  This
      Agreement shall be construed in accordance with its intent and without regard
      to
      any presumption or any other rule requiring construction against the party
      causing the same to be drafted.





(i)  If
      any
      provision of this Agreement, or any portion of any provision, shall be deemed  invalidor
      unenforceable for any reason whatsoever, such invalidity or  unenforceability shall
      not
      affect the enforceability and validity of the remaining provisions.





(j)  This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed to be an original but all of which taken together shall constitute
      one agreement. Signatures to this Agreement may be transmitted by facsimile
      and such transmission shall be deemed to be an original.





[Signature
      page follows.]





-8-


IN
      WITNESS WHEREOF ,
      the
      Parties have caused this Agreement to be executed by their respective duly
      authorized officers or persons as of the date first set forth
      above.








**SMF
                ENERGY CORPORATION**
              
              
              BY:___________________________________
              Richard
                E. Gathright,
              Chief
                Executive Officer and President
              
              
              
              **PURCHASERS**
              
              ________________________________________
              
              PRINT
                NAME: ____________________________
              ADDRESS:______________________________
              ______________________________
              Phone:__________________________________
              
              Fax:
                _____________________________________
              
              SSN/EIN:
                _________________________________
              
              
              ________________________________________
                
                PRINT
                  NAME: ____________________________
                ADDRESS:______________________________
                ______________________________
                Phone:__________________________________
                
                Fax:
                  _____________________________________
                
                SSN/EIN:
                  _________________________________





-9-







**PURCHASERS
                  (CONTINUED)**
              
              
              ________________________________________
                  
                  PRINT
                    NAME: ____________________________
                  ADDRESS:______________________________
                  ______________________________
                  Phone:__________________________________
                  
                  Fax:
                    _____________________________________
                  
                  SSN/EIN:
                    _________________________________
                  
                  
                  ________________________________________
                      
                      PRINT
                        NAME: ____________________________
                      ADDRESS:______________________________
                      ______________________________
                      Phone:__________________________________
                      
                      Fax:
                        _____________________________________
                      
                      SSN/EIN:
                        _________________________________
                      
                      
                      ________________________________________
                          
                          PRINT
                            NAME: ____________________________
                          ADDRESS:______________________________
                          ______________________________
                          Phone:__________________________________
                          
                          Fax:
                            _____________________________________
                          
                          SSN/EIN:
                            _________________________________





-10-





**PURCHASERS
                  (CONTINUED)**
              
              
              ________________________________________
                  
                  PRINT
                    NAME: ____________________________
                  ADDRESS:______________________________
                  ______________________________
                  Phone:__________________________________
                  
                  Fax:
                    _____________________________________
                  
                  SSN/EIN:
                    _________________________________
                  
                  
                  ________________________________________
                      
                      PRINT
                        NAME: ____________________________
                      ADDRESS:______________________________
                      ______________________________
                      Phone:__________________________________
                      
                      Fax:
                        _____________________________________
                      
                      SSN/EIN:
                        _________________________________
                      
                      
                      ________________________________________
                          
                          PRINT
                            NAME: ____________________________
                          ADDRESS:______________________________
                          ______________________________
                          Phone:__________________________________
                          
                          Fax:
                            _____________________________________
                          
                          SSN/EIN:
                            _________________________________


-11-





ACCEPTED:





PHILADELPHIA
                BROKERAGE CORPORATIONDATE:
                _______________________
            BY:
                ____________________________________NAME:
                _________________________________TITLE:
                __________________________________





-12-





**ATTACHMENT
      A**





**Schedule
      of Purchasers**





**Name**
            
            **State
                of Primary Domicile**
            
            **Number
                of Notes being Purchased**
            
            **Aggregate
                Purchase Price to be Paid**













**ATTACHMENT
      B**





**Form
      of Promissory Note**





**(attached
      to Indenture)**














**ATTACHMENT
      C**





**Collateral**





**(Attached
      to Security Agreement)**











**ATTACHMENT
      D**





**Registration
      Rights Agreement**





1.  Registration
      Rights .
      This
      Attachment D to the Securities Purchase Agreement dated July __, 2007, between
      SMF Energy Corporation, a Delaware corporation (the “ **Company** ”)
      and
      the Purchasers listed on Attachment
      A thereto
      (the “ **SPA** ”)
      constitutes the Company’s agreement with respect to the registration of the
      shares of common stock into which the Notes may be convertible (the
“ **Shares** ”)
      under
      the Securities Act. All capitalized terms used in this Attachment
      D that are
      not defined herein have the same meaning as in the SPA.





(a)  Demand
      Registration .
      Commencing on the Closing Date, the holders of at least sixty-six and two-thirds
      percent (66 2 / 3 %)
      of the
      aggregate number of the Shares into which the Notes are or may be convertible
      (the “ **Registrable
      Securities** ” **)** shall
      have the right to request registration under the Securities Act for all or
      any
      portion of the Registrable Securities upon the terms and conditions set forth
      in
      this Section 1(a) .
      Promptly after receipt of a request for registration pursuant to this Section 1(a) the
      Company shall notify each registered holder of the Registrable Securities (a
      “ **Holder** ”)
      in
      writing of such request for registration except to the extent that such Holder’s
      Registrable Securities were included in the demand. Upon receipt of such notice
      from the Company (the “ **Company
      Notice** ”),
      the
      Holder or the Holder’s agent may give the Company a written request to register
      all or some of the Holder’s Shares in the Registration Statement described in
      the Company Notice (the “ **Demand
      Notice** ”),
      provided that such Demand Notice is given within ten (10) days after the date
      on
      which the Company Notice is given (with such request stating (i) the amount
      of Shares to be included and (ii) any other information reasonably
      requested by the Company to properly effect the registration of such Shares).
      The Company shall, as soon as practicable after the date on which the Company
      Notice is given, use reasonable commercial efforts to file a Registration
      Statement with the Securities and Exchange Commission (the “ **SEC** ”)
      covering the Shares specified in the Demand Notice and in any written request
      from any other Purchaser received by the Company within ten (10) days of the
      date on which the Company Notice is given and will use reasonable commercial
      efforts to cause the Registration Statement to become effective. No right to
      registration of Shares under this Section 1(a) shall be
      construed to limit any registration required under Section 1(b) hereof.
      The obligations of the Company under this Section 1(a) shall
      expire after the Company has afforded the Holders the opportunity to exercise
      registration rights under this Section 1(a) for one
      registration.





Attachment
            D to Securities Purchase Agreement
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          1 of 9


(b)  Piggy-back
      Registration .
      If at
      any time commencing on the Issue Date and on or before the Expiration Date,
      the
      Company shall determine to prepare and file with the SEC a Registration
      Statement relating to an offering for its own account or the account of others
      under the Securities Act of any securities of the Company, other than on Form
      S-4 or Form S-8 or their then equivalents relating to equity securities to
      be
      issued solely in connection with any acquisition of any entity or business
      or
      equity securities issuable in connection with employee benefit plans, the
      Company shall send to the Holders written notice of such determination and
      if,
      within ten (10) days after receipt of such notice, any Holder shall so request
      in writing, the Company shall include in such Registration Statement all or
      any
      part of the Shares that such Holder requests to be registered, except that
      if,
      in connection with any underwritten public offering for the account of the
      Company, the managing underwriter(s) thereof shall impose a limitation on the
      number of Registrable Securities which may be included in the Registration
      Statement because, in such underwriter(s)’ judgment, such limitation is
      necessary to effect an orderly public distribution, then the Company shall
      be
      obligated to include in such Registration Statement only such limited portion
      of
      the Registrable Securities with respect to which such Holder has requested
      inclusion. Any exclusion of Registrable Securities shall be made pro rata among
      all Holders who have requested that Registrable Securities be included, in
      proportion to the number of Registrable Securities specified in their respective
      requests; provided, however, that the Company shall not exclude any Registrable
      Securities unless the Company has first excluded all outstanding securities
      the
      holders of which are not entitled by right to inclusion of securities in such
      Registration Statement; and provided further, however, that, after giving effect
      to the immediately preceding proviso, any exclusion of Registrable Securities
      shall be made pro rata with holders of other securities having the right to
      include such securities in the Registration Statement, based on the number
      of
      securities for which registration is requested except to the extent such pro
      rata exclusion of such other securities is prohibited under any written
      agreement entered into by the Company with the holder of such other securities
      prior to the Issue Date, in which case such other securities shall be excluded,
      if at all, in accordance with the terms of such agreement. No right to
      registration of Shares under this Section 1(b) shall be
      construed to limit any registration required under Section 1(a) hereof.
      Holders of at least sixty-six and two-thirds percent (662/3%) of the Registrable
      Securities may waive the obligations of the Company under this Section
      1(b).





(c)  Obligations
      of the Company .
      In
      connection with the registration of the Shares, the Company shall:





(i)  prepare
      promptly and file with the SEC the Registration Statement provided in Section 1(a) with
      respect to the Shares and thereafter to use reasonable commercial efforts to
      cause such Registration Statement relating to the Shares to become effective
      as
      soon as possible after such filing, and keep the Registration Statement
      effective at all times until (2) years from the Expiration Date (the
“ **Registration
      Period** ”);
      submit to the SEC, within three (3) Business Days after the Company learns
      that
      no review of the Registration Statement will be made by the staff of the SEC
      or
      the staff of the SEC has no further comments on the Registration Statement,
      as
      the case may be, a request for acceleration of the effectiveness of the
      Registration Statement to a time and date not later than forty-eight (48) hours
      after the submission of such request; notify the Holders of the effectiveness
      of
      the Registration Statement on the date the Registration Statement is declared
      effective; and, the Company represents and warrants to, and covenants and agrees
      with the Holders that the Registration Statement (including any amendments
      or
      supplements thereto and prospectuses contained therein, at the time it is first
      filed with the SEC, at the time it is ordered effective by the SEC and at all
      times during which it is required to be effective hereunder) and each such
      amendment and supplement at the time it is filed with the SEC and all times
      during which it is available for use in connection with the offer and sale
      of
      Shares shall not contain any untrue statement of a material fact or omit to
      state a material fact required to be stated therein, or necessary to make the
      statements therein, in light of the circumstances in which they were made,
      not
      misleading;





Attachment
            D to Securities Purchase Agreement
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          2 of 9


(ii)  prepare
      and file with the SEC such amendments (including post-effective amendments)
      and
      supplements to the Registration Statement and the prospectus used in connection
      with the Registration Statement as may be necessary to keep the Registration
      Statement effective at all times during the Registration Period, and during
      the
      Registration Period, comply with the provisions of the Securities Act with
      respect to the disposition of all Shares covered by the Registration Statement
      until such time as all of such Shares have been disposed of in accordance with
      the intended methods of disposition by the Holders as set forth in the
      Registration Statement;





(iii)  furnish
      to the Holders (A) promptly after the same is prepared and publicly
      distributed, filed with the SEC or received by the Company, one copy of the
      Registration Statement and any amendment thereto, each preliminary prospectus
      and prospectus and each amendment or supplement thereto, each letter written
      by
      or on behalf of the Company to the SEC or the staff of the SEC and each item
      of
      correspondence from the SEC or the staff of the SEC relating to such
      Registration Statement (other than any portion of any thereof which contains
      information for which the Company has sought confidential treatment) and
      (B) such number of copies of a prospectus, including a preliminary
      prospectus and all amendments and supplements thereto and such other documents,
      as any Holder reasonably may request in order to facilitate the disposition
      of
      the Shares;





(iv)  use
      reasonable commercial efforts to register and qualify the Shares covered by
      the
      Registration Statement under such securities or blue sky laws of such
      jurisdictions as the Holders of at least sixty-six and two-thirds percent
      (66 2 / 3 %)
      of the
      Registrable Securities being offered reasonably request and use reasonable
      efforts to (A) prepare and file in those jurisdictions such amendments
      (including post-effective amendments) and supplements to such registrations
      and
      qualifications as may be necessary to maintain the effectiveness thereof at
      all
      times until the end of the Registration Period, (B) take such other actions
      as may be necessary to maintain such registrations and qualifications in effect
      at all times during the Registration Period and (C) take all other actions
      reasonably necessary or advisable to qualify the Shares for sale in such
      jurisdictions; provided, however, that the Company shall not be required in
      connection therewith or as a condition thereto (A) to qualify to do
      business in any jurisdiction where it would not otherwise be required to qualify
      but for this Section 1(c)(iv) ,
      (B) to subject itself to general taxation in any such jurisdiction,
      (C) to file a general consent to service of process in any such
      jurisdiction or (D) to make any change in its Articles of Incorporation or
      Bylaws which the Board of Directors of the Company determines to be contrary
      to
      the best interests of the Company and its stockholders;





(v)  as
      promptly as practicable after becoming aware of such event or circumstance,
      notify the Holders of any event or circumstance of which the Company has
      knowledge, as a result of which the prospectus included in the Registration
      Statement, as then in effect, includes an untrue statement of a material fact
      or
      omits to state a material fact required to be stated therein or necessary to
      make the statements therein, in light of the circumstances under which they
      were
      made, not misleading, and use its reasonable commercial efforts promptly to
      prepare a supplement or amendment to the Registration Statement to correct
      such
      untrue statement or omission, file such supplement or amendment with the SEC
      at
      such time as shall permit the Holders to sell Shares pursuant to the
      Registration Statement as promptly as practicable, and deliver a number of
      copies of such supplement or amendment to any Holder as such Holder may
      reasonably request;





Attachment
            D to Securities Purchase Agreement
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          3 of 9


(vi)  as
      promptly as practicable after becoming aware of such event, notify the Holders
      (or, in the event of an underwritten offering the managing underwriters) of
      the
      issuance by the SEC of any stop order or other suspension of effectiveness
      of
      the Registration Statement at the earliest possible time;





(vii)  permit
      one legal counsel designated by the Holders of at least sixty-six and two-thirds
      percent (66 2 / 3 %)
      of the
      Registrable Securities being sold to review and comment on the Registration
      Statement and all amendments and supplements thereto a reasonable period of
      time
      prior to their filing with the SEC and to pay the reasonable fees and costs
      incurred by such counsel;





(viii)  make
      generally available to its security holders as soon as practical, but not later
      than ninety (90) days after the close of the period covered thereby, an earnings
      statement (in form complying with the provisions of Rule 158 under the
      Securities Act) covering a twelve (12) month period beginning not later than
      the
      first day of the Company’s fiscal quarter next following the effective date of
      the Registration Statement;





(ix)  during
      the period the Company is required to maintain effectiveness of the Registration
      Statement pursuant to Section 1(c)(i) ,
      the
      Company shall not bid for or purchase any Common Stock or other securities
      or
      any right to purchase Common Stock or other securities or attempt to induce
      any
      person to purchase any such security or right if such bid, purchase or attempt
      would in any way limit the right of the Holders to sell Shares by reason of
      the
      limitations set forth in Regulation M under the Securities Exchange Act of
      1934,
      as amended (the “ **Exchange
      Act** ”);
      and





(x)  take
      all
      other reasonable actions necessary to expedite and facilitate disposition by
      the
      Holders of the Shares pursuant to the Registration Statement.





(d)  Obligations
      of the Holders .
      In
      connection with the registration of the Shares, the Holders shall have the
      following obligations:





(i)  it
      shall
      be a condition precedent to the obligations of the Company to complete the
      registration pursuant hereto with respect to any Holder’s Shares that the Holder
      shall furnish to the Company such information regarding Holder, the Shares
      held
      by Holder and the intended method of disposition of the Shares held by Holder
      as
      shall be reasonably required to effect the registration of such Shares and
      shall
      execute such documents in connection with such registration as the Company
      may
      reasonably request. At least ten (10) days prior to the first anticipated filing
      date of the Registration Statement, the Company shall notify the Holders of
      the
      information the Company requires from each Holder (the “ **Requested
      Information** ”)
      if any
      of such Holder’s Shares are eligible for inclusion in the Registration
      Statement. If at least two (2) Business Days prior to the filing date the
      Company has not received the Requested Information from any such Holder (at
      such
      time Holder becoming a “ **Non-Responsive
      Holder** ”),
      then
      the Company may file the Registration Statement without including the
      Non-Responsive Holder’s Shares but shall not be relieved of its obligation to
      file a Registration Statement with the SEC relating to the Shares of
      Non-Responsive Holder promptly after Non-Responsive Holder provides the
      Requested Information;





Attachment
            D to Securities Purchase Agreement
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          4 of 9


(ii)  by
      purchasing or accepting an assignment of Notes or Shares, each Holder agrees
      to
      cooperate with the Company as reasonably requested by the Company in connection
      with the preparation and filing of the Registration Statement for the
      Registrable Securities, unless such Holder has notified the Company in writing
      of such Holder’s election to exclude all of Holder’s Shares from the
      Registration Statement;





(iii)  in
      the
      event Holders of at least sixty-six and two-thirds percent (66 2 / 3 %)
      of the
      Registrable Securities being registered determine to engage the services of
      an
      underwriter, each Holder agrees to enter into and perform such Holder’s
      obligations under an underwriting agreement, in usual and customary form,
      including, without limitation, customary indemnification and contribution
      obligations, with the managing underwriter of such offering and take such other
      actions as are reasonably required in order to expedite or facilitate the
      disposition of Shares, unless such Holder has notified the Company in writing
      of
      the Holder’s election to exclude all of Holder’s Shares from the Registration
      Statement;





(iv)  each
      Holder agrees that, upon receipt of any notice from the Company of the happening
      of any event of the kind described in Section
      1(c)(v) ,
      Holder
      will immediately discontinue disposition of Shares pursuant to the Registration
      Statement covering such Shares until Holder’s receipt of the copies of the
      supplemented or amended prospectus contemplated by Section
      1(c)(v) and, if
      so directed by the Company, Holder shall deliver to the Company (at the expense
      of the Company) or destroy (and deliver to the Company a certificate of
      destruction) all copies in such Holder’s possession of the prospectus covering
      such Shares current at the time of receipt of such notice;





(v)  Holders
      may not participate in any underwritten registration hereunder unless the Holder
      (A) agrees to sell Holder’s Shares on the basis provided in any
      underwriting arrangements approved by the Holders entitled hereunder to approve
      such arrangements, (B) completes and executes all questionnaires, powers of
      attorney, indemnities, underwriting agreements and other documents reasonably
      required under the terms of such underwriting arrangements and (C) agrees
      to pay its pro rata share of all underwriting discounts and commissions and
      other fees and expenses of investment bankers and any manager or managers of
      such underwriting and legal expenses to the underwriters applicable with respect
      to its Shares, in each case to the extent not payable by the Company pursuant
      to
      the terms of this Agreement; and





(vi)  each
      Holder agrees to take all reasonable actions necessary to comply with the
      prospectus delivery requirements of the Securities Act applicable to its sales
      of Shares.





Attachment
            D to Securities Purchase Agreement
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          5 of 9


(e)  Expenses
      of Registration .
      All
      costs and expenses, other than underwriting or brokerage discounts, commissions
      and other fees related to the distribution of the Registrable Securities,
      incurred in connection with registrations, filings or qualifications for sale
      of
      the Registrable Securities, including, without limitation, all registration,
      listing and qualifications fees, printers and accounting fees and the fees
      and
      disbursement of counsel for the Company shall be borne by the Company, provided,
      however, that the Company shall bear the fees and out-of-pocket expenses of
      the
      one legal counsel selected by the Holders pursuant to Section 1(c)(vii) hereof.





(f)  Indemnification .
      In the
      event any Shares are included in a Registration Statement under this
      Agreement:





(i)  To
      the
      extent permitted by law, the Company will indemnify and hold harmless the
      Holders, the directors, if any, of Holders, the officers, if any, of Holders,
      each person, if any, who controls Holders within the meaning of the Securities
      Act or the Exchange Act, any underwriter (as defined in the Securities Act)
      for
      Holders, the directors, if any, of such underwriter and the officers, if any,
      of
      such underwriter, and each person, if any, who controls any such underwriter
      within the meaning of the Securities Act or the Exchange Act (each, an
“ **Indemnified
      Person** ”),
      against any losses, claims, damages, liabilities or expenses (joint or several)
      incurred (collectively, “ **Claims** ”)
      to
      which any of them may become subject under the Securities Act, the Exchange
      Act
      or otherwise, insofar as such Claims (or actions or proceedings, whether
      commenced or threatened, in respect thereof) arise out of or are based upon
      any
      of the following statements, omissions or violations in the Registration
      Statement or any post-effective amendment thereof, or any prospectus included
      therein: (A) any untrue statement or alleged untrue statement of a material
      fact contained in the Registration Statement or any post-effective amendment
      thereof or the omission or alleged omission to state therein a material fact
      required to be stated therein or necessary to make the statements therein not
      misleading, (B) any untrue statement or alleged untrue statement of a
      material fact contained in any preliminary prospectus if used prior to the
      effective date of such Registration Statement, or contained in the final
      prospectus (as amended or supplemented, if the Company files any amendment
      thereof or supplement thereto with the SEC) or the omission or alleged omission
      to state therein any material fact necessary to make the statements made
      therein, in light of the circumstances under which the statements therein were
      made, not misleading or (C) any violation or alleged violation by the
      Company of the Securities Act, the Exchange Act, any state securities law or
      any
      rule or regulation under the Securities Act, the Exchange Act or any state
      securities law (the matters in the foregoing clauses (A) through (C) being,
      collectively, “ **Violations** .”)
      Subject to the restrictions set forth in Section 1(f)(v) with
      respect to the number of legal counsel, the Company shall reimburse Holders
      and
      the other Indemnified Persons, promptly as such expenses are incurred and are
      due and payable, for any legal fees or other reasonable expenses incurred by
      them in connection with investigating or defending any such Claim.
      Notwithstanding anything to the contrary contained herein, the indemnification
      agreement contained in this Section 1(f)(i) :
      (A) shall not apply to a Claim arising out of or based upon a Violation
      which occurs in reliance upon and in conformity with information furnished
      in
      writing to the Company by any Indemnified Person or underwriter for such
      Indemnified Person expressly for use in connection with the preparation of
      the
      Registration Statement, the prospectus or any such amendment thereof or
      supplement thereto, if such prospectus was timely made available by the Company
      pursuant to Section 1(c)(iii) hereof;
      (B) with respect to any preliminary prospectus shall not inure to the
      benefit of any Indemnified Person if the untrue statement or omission of
      material fact contained in the preliminary prospectus was corrected in the
      prospectus, as then amended or supplemented, if such prospectus was timely
      made
      available by the Company pursuant to Section 1(c)(iii) hereof,
      and (C) shall not apply to amounts paid in settlement of any Claim if such
      settlement is effected without the prior written consent of the Company, which
      consent shall not be unreasonably withheld. Such indemnity shall remain in
      full
      force and effect regardless of any investigation made by or on behalf of the
      Indemnified Person and shall survive the transfer of the Shares by
      Holders.





Attachment
            D to Securities Purchase Agreement
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          6 of 9


(ii)  In
      connection with any Registration Statement in which a Holder is participating,
      each Holder agrees to indemnify and hold harmless, to the same extent and in
      the
      same manner set forth in Section 1(f)(i) ,
      the
      Company, each of its directors, each of its officers who signs the Registration
      Statement, each person on, if any, who controls the Company within the meaning
      of the Securities Act or the Exchange Act, any underwriter and any other
      stockholder selling securities pursuant to the Registration Statement or any
      of
      its directors or officers or any person who controls such stockholder or
      underwriter within the meaning of the Securities Act or the Exchange Act
      (collectively and together with an Indemnified Person, an “ **Indemnified
      Party** ”),
      against any Claim to which any of them may become subject, under the Securities
      Act, the Exchange Act or otherwise, insofar as such Claim arises out of or
      is
      based upon any Violation, in each case to the extent (and only to the extent)
      that such Violation occurs in reliance upon and in conformity with written
      information furnished to the Company by such Holder expressly for use in
      connection with such Registration Statement, and such Holder will reimburse
      any
      legal or other expenses reasonably incurred by any Indemnified Party, promptly
      as such expenses are incurred and are due and payable, in connection with
      investigating or defending any such Claim; provided, however, that the indemnity
      agreement contained in this Section 1(f)(ii) shall
      not apply to amounts paid in settlement of any Claim if such settlement is
      effected without the prior written consent of the Holder, which consent shall
      not be unreasonably withheld; provided further, however, that the Holder shall
      be liable under this Section 1(f)(ii) for only
      that amount of a Claim as does not exceed the amount by which the net proceeds
      to the Holder from the sale of Shares pursuant to such Registration Statement
      exceeds the cost of such Shares to the Holder. Such indemnity shall remain
      in
      full force and effect regardless of any investigation made by or on behalf
      of
      such Indemnified Party and shall survive the transfer of the Shares by the
      Holder. Notwithstanding anything to the contrary contained herein, the
      indemnification agreement contained in this Section 1(f)(ii) with
      respect to any preliminary prospectus shall not inure to the benefit of any
      Indemnified Party if the untrue statement or omission of material fact contained
      in the preliminary prospectus was corrected on a timely basis in the prospectus,
      as then amended or supplemented.





(iii)  If
      the
      indemnification provided to any Indemnified Party by Section
      1(f)(i) is
      for
      any reason (other than the bad faith, willful misconduct or gross negligence
      of
      such Indemnified Party) not available or insufficient to hold an Indemnified
      Party harmless, the Company will contribute to the Losses involved in such
      proportion as is appropriate to reflect the relative benefits received (or
      anticipated to be received) by the Company, on the one hand, and by the
      Indemnified Party, on the other hand, with respect to the transaction or, if
      such allocation is determined by a court or arbitral tribunal to be unavailable,
      in such proportion as is appropriate to reflect other equitable considerations
      such as the relative fault of Company on the one hand and of the Indemnified
      Party on the other hand; provided, however, that, to the extent permitted by
      applicable law, the Indemnified Parties shall not be responsible for amounts
      which in the aggregate are in excess of the amount of all benefits actually
      received by the Indemnified Party from the ownership and sale of the Shares.





Attachment
            D to Securities Purchase Agreement
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          7 of 9


(iv)  The
      Company shall be entitled to receive indemnities from underwriters, selling
      brokers, dealer managers and similar securities industry professionals
      participating in any distribution, to the same extent as provided above, with
      respect to information so furnished in writing by such persons expressly for
      inclusion in the Registration Statement.





(v)  Promptly
      after receipt by an Indemnified Person or Indemnified Party under this Section 1(f) of
      notice of the commencement of any action (including any governmental action),
      such Indemnified Person or Indemnified Party shall, if a Claim in respect
      thereof is to be made against any indemnifying party under this Section 1(f) ,
      deliver
      to the indemnifying party a written notice of the commencement thereof and
      the
      indemnifying party shall have the right to participate in, and, to the extent
      the indemnifying party so desires, jointly with any other indemnifying party
      similarly noticed, to assume control of the defense thereof with counsel
      selected by the indemnifying party but reasonably acceptable to the Indemnified
      Person or the Indemnified Party, as the case may be; provided, however, that
      an
      Indemnified Person or Indemnified Party shall have the right to retain its
      own
      counsel with the fees and expenses to be paid by the indemnifying party, if,
      in
      the reasonable opinion of counsel retained by the indemnifying party, the
      representation by such counsel of the Indemnified Person or Indemnified Party
      and the indemnifying party would be inappropriate due to actual or potential
      differing interests between such Indemnified Person or Indemnified Party and
      any
      other party represented by such counsel in such proceeding. In such event,
      the
      Company shall pay for only one separate legal counsel for the Holders; such
      legal counsel shall be selected by the Holders of at least sixty-six and
      two-thirds percent (66 2 / 3 %)
      of the
      Registrable Securities included in the Registration Statement to which the
      Claim
      relates. The failure to deliver written notice to the indemnifying party within
      a reasonable time of the commencement of any such action shall not relieve
      such
      indemnifying party of any liability to the Indemnified Person or Indemnified
      Party under this Section
      1(f) ,
      except
      to the extent that the indemnifying party is prejudiced in its ability to defend
      such action. The indemnification required by Section
      1(f) shall be
      made by periodic payments of the amount thereof during the course of the
      investigation or defense, as such expense, loss, damage or liability is incurred
      and is due and payable.





2.  The
      agreements, representations and warranties of the Company and the Holders set
      forth or provided in Section
      1 shall
      survive the execution and delivery of the SPA and the payment for the
      Registrable Securities under the SPA and shall remain in full force and effect,
      regardless of any investigation made by or on behalf of the Company and the
      Holder.





Attachment
            D to Securities Purchase Agreement
 Page
          8 of 9


3.  In
      the
      SPA, the Company agrees to make all reasonable commercial efforts to cause
      the
      Registration Statement to be filed within 60 days following the Closing Date
      and
      to cause such Registration Statement to become effective within 120 days of
      the
      Closing Date. Such obligation is subject to the receipt of a demand for such
      registration from the requisite number of Holders or from the Placement Agent
      as
      their agent hereunder. The Holders further agree that, so long as the Company
      proceeds in good faith, it shall not be liable for any financial penalty or
      monetary damages resulting from its failure to cause such filing or
      effectiveness to occur by the times specified.





4.  This Attachment
      D is
      incorporated by reference into the SPA and its terms made a part thereof.








Attachment
            D to Securities Purchase Agreement
 Page
          9 of 9


**ATTACHMENT
      E**





**Accredited
      Investor and NASD Affiliation**





**Representations**





As
      provided by Rule 501(a) of Regulation D, my representation that I am or
      represent an accredited investor is based upon one of the following grounds
      that
      I am or represent (please check one):





o
            A
                private business development company as defined in Section 202(a)(22)
                of
                the Investment Advisors Act of
                1940;





o
            An
                organization described in Section 501(c)(3) of the Internal Revenue
                Code,
                corporation, Massachusetts or similar business trust, or partnership,
                not
                formed for the specific purpose of acquiring the securities offered,
                with
                total assets in excess of Five Million Dollars
                ($5,000,000);





o
            A
                director or executive officer of the
                Company;





o
            A
                natural person whose individual net worth, or joint net worth with
                that
                person’s spouse, exceeds One Million Dollars
                ($1,000,000);





o
            A
                natural person who has an individual income in excess of Two Hundred
                Thousand Dollars ($200,000) in each of the two (2) most recent years
                and
                has a reasonable expectation of reaching the same income level in
                the
                current year;





o
            A
                natural person who has a joint income with that person’s spouse in excess
                of Three Hundred Thousand Dollars ($300,000) in each of the two (2)
                most
                recent years and has a reasonable expectation of reaching the same
                income
                level in the current year;





o
            A
                trust, with total assets in excess of Five Million Dollars ($5,000,000),
                not formed for the specific purpose of acquiring the securities offered,
                whose purchase is directed by a sophisticated person as defined by
                Rule
                506(b)(2)(ii) of the Securities Act; or





o
            An
                entity in which all of the equity owners are accredited
                investors.





**AFFILIATION
      WITH A U. S. REGISTERED BROKER-DEALER:**





Are
      you
      associated with an NASD member firm? (Please check one)





YES
      _______   NO
      _______





Attachment E
            to Securities Purchase Agreement
 Page
          1 of 2


(1)
      The
      NASD defines a “person associated with a member” or “associated person of a
      member” as being every sole proprietor, general or limited partner, officer,
      director or branch manager of any member, or any natural person occupying a
      similar status or performing similar functions, or any natural person engaged
      in
      the investment banking or securities business who is directly or indirectly
      controlling or controlled by such member (for example, any employee), whether
      or
      not any such person is registered or exempt from registration with the NASD.
      Thus, “person associated with a member” or “associated person of a member”
includes a sole proprietor, general or limited partner, officer, director or
      branch manager of an organization of any kind (whether a corporation,
      partnership or other business entity) which itself is either a “member” or a
“person associated with a member” or “associated person of a member.” In
      addition, an organization of any kind is a “person associated with a member” or
“associated person of a member” if its sole proprietor or any one of its general
      or limited partners, officers, directors or branch managers is a “member,”
“person associated with a member” or “associated person of a
      member.”





(2)
      The
      NASD defines a “member” as being any individual, partnership, corporation or
      other legal entity that is a broker or dealer admitted to membership in the
      NASD.





**IF
      PURCHASER IS ASSOCIATED WITH AN NASD MEMBER FIRM, THE FOLLOWING ACKNOWLEDGMENT,
      OR A SUBSTANTIALLY IDENTICAL ACKNOWLEDGMENT, MUST BE SIGNED AND SUBMITTED BEFORE
      PURCHASER’S OFFER TO PURCHASE NOTES WILL BE ACCEPTED BY THE
      COMPANY:**





The
      undersigned NASD member firm acknowledges receipt of the notice required by
      Rule
      3050 of the NASD Conduct Rules or any successor rules or
      regulations.











DATE:
                _____________________________
            _______________________________________NAME
                OF NASD MEMBER FIRMBY:_____________________________NAME:
                _________________________TITLE:__________________________





I
      hereby
      declare that the foregoing representations concerning my qualifications as
      an
      accredited investor and my affiliations, if any, with any NASD member firm,
      are
      accurate and complete>


**INDIVIDUAL:**
            **ENTITY:**______________________________________
            ______________________________________Print
                Name: ______________________
            By:
                ____________________________Date:
                ___________________________
            Name:
                __________________________Title:
                ___________________________


Attachment E
            to Securities Purchase Agreement
 Page
          2 of 2